Let Me Count the Ways I Love You
by Outsiders Obsessor
Summary: It's Thomas O'Malley's first Valentine's Day with Duchess, and he wants everything to be perfect. What does he have in store? A romantic cat like Thomas is sure to have some ideas for a holiday filled with love. Read to find out. (Oh, and Toulouse is in the story as well, but since I can only tag four characters, I did the most prominent four.)


**Let Me Count the Ways I Love You**

 **Disclaimer: I do not own any of these fantastic characters. That special right belongs to Disney.**

"Today is a very big day."

An orange tom cat sits on the roof of a tall mansion, looking down at the street below. His tail flicks back and forth rather nervously as he surveys the Paris skyline. Yes, this dashing cat is none other than Thomas O'Malley, the king of the alley. True to what the male cat has said, today is a very big day for him. It's February 14th, Valentine's Day, and Thomas is nervous. Contrary to popular belief, even big, bad alley cats can get scared. Just don't tell Toulouse that. The young orange kitten would surely be heartbroken if he found out his role model gets scared. However, Thomas has good reason to be worried. It is, after all, his first Valentine's Day with Duchess, and he wants to make sure everything goes right.

"Duchess should be waking up right about now," Thomas whispers into the morning air, his nerves starting to get the best of him as he thinks of his new mate and wife.

They had officially gotten married in November; that was the day that Thomas O'Malley has considered the sole rival of the best day of his life. The other contender is the day he met Duchess and the kittens in the first place.

Duchess awakens from her slumber, her sapphire colored eyes opening slightly before being blinded by the sun. She blinks a few times before turning to look down at the three kittens sleeping by her side. Marie, ever the little princess, has her paws propped up on Berlioz's back, much to the ebony kitten's disapproval. She has the most adorable expression on her face, her dreams no doubt filled with happy dreams and love. Toulouse, on the other hand, sleeps the exact opposite of Marie. Snores escape the orange kitten's mouth as he continues dreaming, and Duchess is almost certain she hears soft hisses coming from her oldest son's mouth.

 _"_ _He must be having one of his alley cat dreams again,"_ Duchess thinks to herself as a smile crosses her lips.

Berlioz twitches in his sleep, small amounts of drool slipping out of his mouth every once in a while, and it makes Duchess chuckle. She loves to watch her kittens sleep; they all look so peaceful and like little angels. Granted, the she-cat always believes her children look like angels, but even more so when they are sleeping contentedly by each other's sides. It's then that Duchess realizes that something is missing. Glancing over her shoulder, Duchess notices that Thomas is not behind her like he so often is when they wake up. Her new mate is always sleeping behind her, often times wrapping a paw around her waist, pulling the white furred aristocat into his arms. Yet, there is not the familiar warmth of his white and orange fur behind her, none of his unique scent that smells like a mixture of the alley and Madame's kitchen downstairs.

"Thomas?" Duchess softly calls out, searching the room for her husband.

After a few seconds, she still doesn't get a response. Duchess gently detaches herself from beside the kittens, making sure Marie, Berlioz, and Toulouse do not wake up alarmed as to where their mother is going.

"Thomas?" Duchess tries again, looking across the small room with wide eyes, fear starting to creep into her heart.

 _What if he's left me like the kitten's birth father? No, that's a horrible thought. Thomas wouldn't do that; he's not like that. He loves me; he loves all of us._

It's then that a piece of paper on the floor catches Duchess' eye. She quietly pads over to it, not sure what she's expecting to find. Upon reaching the piece of paper, Duchess notices it's a note from Thomas. Now, to any human, the note would just look like a bunch of haphazardly placed cat paws that had been dipped in red and gold paint. To a cat, however, the paws made a note that spelled out actual words.

 _Good morning, Duchess. Don't wake the kittens up just yet, baby. I have a surprise waiting for you on the roof. I promise you'll love it._

 _Love ya,_

 _-Thomas_

Duchess smiles at this, wondering what her roguishly handsome mate could have in store for her. She tosses one last look back at the sleeping kittens, checking to make sure they are all still safe and sound before she heads for the roof. If Thomas O'Malley has a surprise, Duchess is sure he is going to go all out for her.

Not five minutes later, Duchess has reached the top of the roof, a smile on her face as she approaches where she assumes Thomas is waiting for her. Orange and white fur is nowhere in sight, but Duchess knows that Thomas is probably just playing a trick on her. It seems to be one of his favorite ways to pull a grand romantic gesture out without Duchess getting too suspicious beforehand. Rose petals softly begin to fall around Duchess' head, and she softly laughs and sighs as one falls behind her left ear. The petals keep falling for a few more seconds, and blue eyes soon look up to meet amber ones.

"Hi, baby," Thomas smiles at his mate, slowly coming down from the tree branch above Duchess' head.

"Good morning, Thomas. What's all of this for?" Duchess asks, moving over to Thomas and nuzzling her head against his chest once he is out of the tree.

"Happy Valentine's Day, Duchess," Thomas whispers in her ear, giving her cheek a quick loving lick. "I did all of this to show you how much I love you," he continues, beginning to lead her towards another section of the roof.

Duchess lets out a small gasp when she sees what all Thomas has in store for her.

"So, what do you think?" the orange tom inquires, hoping his wife likes what he has planned.

"Thomas, everything looks beautiful, darling," Duchess happily sighs, a slight blush coming over her cheeks.

A blue and red blanket has been spread across the roof, big enough for Duchess and Thomas to recline comfortably on together. Two bowls of milk sit on the blanket, extra cream in them, just the way Duchess and the kittens like it. Roses are placed near one bowl, along with a satin pink bow and matching diamond collar sitting beside the red roses. For his first Valentine's Day with Duchess, Thomas has certainly gone above and beyond everything the she-cat could ever imagine.

"I'm glad you like it, Duchess. Now, shall we, my love?" he smiles, taking one of her paws as they walk along the roof tiles.

"You are a shameless flatterer, Thomas O'Malley," Duchess tells him, sitting down behind the milk bowl she has deduced is hers.

"Baby, come on. Don't say that," Thomas remarks, his amber eyes looking slightly ashamed. "I haven't even started that phase yet," he laughs, which makes Duchess softly cuff him over the ear with her paw.

"And what might you mean by that, Thomas?" Duchess giggles, not knowing what her alley cat has in store for her.

"You'll see soon enough, Duchess. For now, let's just drink our milk and enjoy the sunrise," he answers, turning his head to look at the pink sky as the sun begins to rise over the Paris skyline.

About half an hour later, all of the milk is gone, and Thomas has come over to lie beside Duchess. She lays her head on Thomas' shoulder, purring contentedly when he licks the side of her face to clean the milk off of her whiskers. Duchess then proceeds to give Thomas' cheek a lick as well, making the orange tom purr unexpectedly as his amber eyes begin to close. He would not trade this moment with his mate for anything.

"Thomas," Duchess speaks up, her voice snapping her mate out of his daze.

"Yes, Duchess?" he responds, looking her in her sparkling blue eyes.

"Would you mind helping me with my bow?" she sweetly asks, gently holding the pink satin bow between her paws as she hands it to Thomas.

"Of course, darling," Thomas smiles, gently wrapping the bow around Duchess' left ear. "There, now. You look even more perfect than usual," he compliments, which makes Duchess smile so wide at him.

"Is this some of your shameless flattery now?"

"Well, yes and no. Would you like to hear the rest of what I was going to say?"

A nod comes as his answer, and Thomas feels his heart soar; at the same time a lump starts to form in his throat.

"Duchess, you are the most amazing cat I have ever had the pleasure of knowing. I, uh, well, I wanted to make this Valentine's Day special for you, since it's our first one together. I guess, what I'm saying is…." Thomas starts off, nervously starting to run his words together, a trait Duchess has identified with his uneasiness.

"Keep going, my love. You're doing splendidly," she encourages, wanting to hear the rest of what Thomas has to say to her.

"Oh, really? You're serious?"

"Very serious, Thomas."

"All right then, baby. I love you, Marie, Berlioz, and Toulouse with all my heart and soul. There. I said it. The four of you are the most amazing things that have ever happened to me. I find myself thanking that mean ol' Edgar from time to time because without him kidnapping ya, I never would have gotten the chance to meet you and your lovely kittens," Thomas reveals, his amber eyes locking onto Duchess, filled to the brim with love for her.

" _Our_ kittens. And, you are one of the most amazing things that has ever happened to me, too. Oh, Thomas. You are so sweet. Yes, I am glad to have been kidnapped if it means I met you," Duchess smiles, nuzzling her head under O'Malley's neck.

"Yeah. And, Duchess, there are so many things I love about you, that I can't possibly keep a list of them all. Something new gets added every day. But, let me count the top ways that I love you," he sweetly whispers into his mate's ear. "Firstly, you are an absolutely fantastic mother to your kittens; I mean _our_ kittens. I've never seen a mother so devoted to her kittens before, and it makes me proud to be your mate and the new father to Marie, Toulouse, and Berlioz. Let's see, number two has got to be your sparkling sapphire eyes. They can light up any dark day, baby. I would gladly get lost in a storm with you if it meant your eyes could light the way home. Thirdly, your smile is just one of the best I've ever seen. Sometimes when you smile at me, I wonder what it is that you see in me, a dirty old alley cat who's been in his fair share of fights and narrow escapes. And, the last one I'll mention is your singing voice. Man, when I hear you and Marie singing when Berlioz plays the piano, I find myself wondering if I married an angel and was blessed with another one as my daughter. You see, Duchess, if I was to continue the list of how much I love you, I would run out of numbers before I even came close to the end of the list," he smiles, his green eyes filling with a few tears.

"Oh, Thomas. That was beautiful, my love. I am so happy to have you in my life," Duchess admits to her mate, moving her lips closer to his face. "But, did you really mean all of those things?" she blushes, never being one to compliment herself or see the best in herself.

"Every word, baby. I meant everything I said, Duchess."

"I have something to tell you, Thomas."

"What is it, Duchess?" Thomas asks in concern, wondering why she is suddenly changing the subject.

Duchess leans in closer, whispering to Thomas. A smile crosses over the ginger tom's face as he hangs on to every word his mate and true love is whispering.

"What are they saying?" a young kitten speaks up from his hiding place on the roof, shoving his brother out of the way.

"I wouldn't know, Berlioz. Your talking is drowning out all of their talking!" Toulouse talks back, shoving Berlioz off of his back.

"Both of you shut it! You're going to get us caught," Marie hisses at her brothers. They could be so annoying, especially when trying to sneak around. "Mama and Daddy think we're still asleep, remember? We have to be quiet," the only female kitten continues to tell her brothers, trying to creep a little closer without her parents noticing her presence.

Not that she likes being nosy, but Marie is a big fan of romance, especially that between her mother and new father. From the first moment they saw him, Marie knew that she and her mother were both going to like Thomas O'Malley, though in a little bit differently. Duchess would love him as a husband and Marie would love him as a father. Yet, the little kitten loves her father and wishes her future husband acts in a very similar manner to Thomas.

"Are you serious, Duchess?" Thomas asks, his mouth hanging open at the thought of what his mate has just told him.

"I'm quite serious, Thomas," Duchess smiles back at her love, her blue eyes sparkling as she looks at him with love.

"Then that means…"

"I'm expecting your kittens, Thomas O'Malley."

That sentence makes Thomas leap in the air with joy. Literally, he jumps about five feet in the air before returning to the ground and nuzzling his mate's face.

"Duchess, baby, you have just made me the happiest cat in Paris," he reveals, his yellow eyes filling up with tears. "No, scratch that. I'm the happiest cat in the world," Thomas amends, licking Duchess' cheek as he stares into her blue eyes.

"I'm glad you're excited, Thomas," Duchess remarks, starting for the edge of the roof to head back into the room the kittens _should_ be asleep in. "Well, let's go wake up our little valentines," she continues.

"Wait just a minute, Duchess. Let the kids sleep," Thomas remarks, which makes Marie breathe a sigh of relief.

If Duchess had gone into the bedroom and realized the kittens weren't there… Marie would rather not think of the result of that scenario.

"Why, Thomas? We had family plans for today."

" 'Cause, baby, I want more time with you before they wake up. How does a walk past the Eifel Tower sound?"

"I'd say it sounds purrfect, my love. Besides, you're right. The children will be okay while we're gone. After all, how much trouble can they get in to while they're asleep?"

Little do the two cats know that their kittens are waiting on the roof, watching the whole scene. With that, Duchess and Thomas walk towards the edge of the roof before using the trees to reach the sidewalk with ease.

"How romantic," Marie happily says, her heart soaring at seeing her mother and father so happy.

"Yeah, whatever. Let's just go back inside," Berlioz says, not wanting to admit he actually doesn't mind his mother and father's affection for one another.

 **Author's Note: And there's my late Valentine's Day story for The Aristocats fandom! I noticed the lack of stories for this fandom and decided I should leave my mark in this fandom, so to speak. I hope everyone enjoyed, and please leave a review with what you thought. Enjoy your week, everyone!**


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